Company Name: SURGILIGHT INC Ticker Symbol: SRGL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the Securities
Exchange Act of 1934
Filed by Registrant {X}
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-ll(c)or
ss. 240.14a-12
SURGILIGHT INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
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14a-6(i)(2) or Item 22 (a) (2) of Schedule 14A
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(1) and 0-11.
1) Title of each class of securities to which transaction
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2) Aggregate number of securities to which transaction
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computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state
how it was determined)
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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SURGILIGHT INCORPORATED
12001 Science Drive, Suite 140
Orlando, Florida 32826
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
the Stockholders of SurgiLight Incorporated to be held at the
SurgiLight corporate office located at 12001 Science Drive, Suite 140,
Orlando, Florida 32826 on Friday June 23, 2000 at 10:00 a.m. local
time. We are pleased to enclose the notice of our 2OOO annual
stockholders' meeting, together with the attached Proxy Statement, a
proxy card and an envelope for returning the proxy card. Also enclosed
is SurgiLight's 1999 Annual Report to Stockholders.
Please carefully review the Proxy Statement and then complete,
date and sign your Proxy and return it promptly. If you attend the
meeting and decide to vote in person, you may withdraw your Proxy at
the meeting.
If you have any questions or need assistance on how to vote your
shares, please call Timothy J. Shea, Senior Vice President, COO at
(407) 482-4555.
Sincerely,
/s/ J. T. Lin, Ph.D.
President and Chief Executive Officer
May 17, 2000
SURGILIGHT, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE OWNERS OF COMMON STOCK OF SURGILIGHT, INC.
The Annual Meeting of the Shareholders of SurgiLight, Inc. (the
"Company") will be held at the corporate office of SurgiLight located
at 12001 Science Drive, Suite 140, Orlando, Florida 32826 on June 23,
2000, at 10:30 a.m. local time. The purposes of the meeting are to:
1. Ratify the appointment of the 6 directors to serve until
the 2001 Annual Meeting of Shareholders;
2. Ratify the appointment of the Company's independent auditor
Committee to serve for the 2000 fiscal year;
3. Ratify the appointment of Parks, Tschopp, Whitcomb and Orr,
P.A., SurgiLight's auditors for fiscal year 1999.
4. Transact such other business as may properly come
before the meeting and at any adjournments or
postponements of the meeting.
The Board of Directors set May 18, 2000 as the record date for
the meeting. This means that owners of Common Stock at the close of
business on that date are entitled to
1. receive notice of the meeting, and
2. vote at the meeting and any adjournments or postponements of the
meeting.
We will make available a list of shareholders as of the close of
business on May 5, 2000, for inspection during normal business hours
from June 5, 2000 through June 22, 2000, at the offices of SurgiLight,
Inc. 12001 Science Drive, Suite 140, Orlando, Florida 32826. This list
also will be available at the meeting.
By Order of the Board of Directors
/s/ Timothy J. Shea
Secretary
Orlando, Florida
May 30, 2000
We urge each shareholder to promptly sign and return the enclosed
proxy card or to use telephone or Internet voting. See our question
and answer section for information about voting by telephone or
Internet, how to revoke a proxy, and how to vote shares in person
Please return the enclosed proxy, which is being solicited on
behalf of the Board of Directors of SurgiLight, in the enclosed
envelope, which no postage if mailed in the United States.
SURGILIGHT INCORPORATED
12001 Science Drive, Suite 140
Orlando, Florida 32826
PROXY STATEMENT
Proxies in the accompanying form are being solicited by the Board
of Directors of SurgiLight for use at the Annual Meeting of
Stockholders on Friday, June 23, 2000, or at any adjournment or
postponement thereof. The Annual Meeting will be held at the corporate
office located at 12001 Science Drive, Suite 140, Orlando, Florida
32826, at 10:00 a.m. local time. This Proxy Statement is first being
mailed to stockholders on or about May 24, 2000.
INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING
Record Date. The Board of Directors has fixed the close of
business on May 5, 2000 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting.
On the Record Date, SurgiLight had outstanding 21,400,000 shares of
common stock in this Proxy Statement as the "Voting Shares." A list of
stockholders of record entitled to vote at the Annual Meeting will be
available for inspection by any stockholder, for any purpose germane to
the meeting, during normal business hours, for a period of 10 days
prior to the meeting at the office of SurgiLight located at 12001
Science Drive, Suite 140, Orlando, Florida 32826.
Voting Rights. Each share of common stock outstanding as of the
Record Date is entitled to one vote upon each of the matters to be
presented at the Annual Meeting.
Voting at the Annual Meeting. The presence of holders of a
majority of the outstanding Voting Shares, whether in person or by
proxy, will constitute a quorum at the Annual Meeting. SurgiLight's
Certificate of Incorporation does not provide for cumulative voting. A
plurality of the votes of the Voting Shares present, either in person
or by proxy, and entitled to vote on the election of directors at the
Annual Meeting is required to elect the seven directors to be elected
by the Voting Holders. The affirmative vote of the holders of a
majority of the Voting Shares present, either in person or by proxy,
and entitled to vote at the Annual Meeting is required to approve the
election of new Board of Directors and the Auditor Ratification
Proposal.
Abstentions will be considered present for purposes of
determining whether a quorum exists. Shares represented at the Annual
Meeting which are held by a broker or nominee and as to which (1)
instructions have not been received from the beneficial owner or the
person entitled to vote and (2) the broker or nominee does not have
discretionary voting power with respect to one or more matters are
considered not entitled to vote on such matters. We use the term
"broker non-votes" to refer collectively to these shares in this Proxy.
Shares that are broker non-votes with respect to ail matters voted upon
do not count towards a quorum. However, if such shares are voted with
respect to any item, they will count towards a quorum. In accordance
with Delaware law and SurgiLight's Certificate of Incorporation and
Bylaws (1) for the election of directors, which requires a plurality of
the votes present, votes withheld and broker non-votes will not be
counted, and (2) for the adoption of all other proposals, which require
a majority of the Voting Shares present in person or by proxy and
entitled to vote, broker non-votes will not be considered present, but
abstentions will have the effect of a vote against such proposals.
Proxies; Revocation. Whether or not you plan to attend the
Annual Meeting, please sign, date and mail your proxy in the enclosed
postage prepaid envelope. The proxies will vote your shares according
to your instructions.
In the absence of contrary instructions, shares represented by
any proxy will be voted for the election of the applicable nominees
listed in Proposal No. I and for all of the other proposals recommended
by the Board of Directors in this Proxy Statement. The proxy card gives
authority to the proxies to vote your shares in their discretion on any
other matter presented at the Annual Meeting.
Any stockholder who executes and returns a proxy may revoke it at
anytime before it is exercised by (1) filing with the Secretary of
SurgiLight written notice of such revocation or a duly executed proxy
bearing a later date, or (2) by attending the Annual Meeting and voting
in person. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy.
Solicitation. The cost of soliciting proxies will be borne by
SurgiLight. In addition, SurgiLight may reimburse brokerage firms and
other persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners.
Proxies may also be solicited by certain of SurgiLight's directors,
officers and employees, without additional compensation, personally or
by telephone, telegraph or facsimile.
PROPOSAL 1:
ELECTION OF DIRECTORS
The nominees for the Board of Directors are set forth below. The
terms of all incumbent directors expire at the Annual Meeting or at
such later time as their successors have been duly elected and
qualified. Nominees elected at the Annual Meeting will serve until the
next annual meeting of stockholders and until their successors have
been duly elected and qualified. Six of the nominees are currently
directors of and are standing for reelection, and one of the nominees,
Steven Qualls is standing for election for the first time.
The nominees have agreed to serve if elected. However, if any
nominee becomes unable or unwilling to serve if elected, the applicable
proxies will be voted for the election of the person, if any,
recommended by the Board of Directors or, in the alternative, for
holding a vacancy to be filled by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable or
unwilling to serve.
Listed below are the names and ages of the nominees, the year
each individual began continuous service as director of SurgiLight, and
the business experience of each.
NOMINEES FOR ELECTION BY THE VOTING HOLDERS AT THE ANNUAL MEETING:
J. T. Lin, Ph.D., (52) Director since 1998
J.T. Lin, Ph.D. Dr. Lin is the founder of the Company and has
been the Chairman of the Board, President and CEO of the Company since
it was founded in 1998. Dr. Lin was also the co-founder of LaserSight,
Inc. (NASDAQ:LASE) and served as its Chairman, President and CEO (1991-
94). He is a US citizen and obtained a Ph.D. in Chemical Physics from
the University of Rochester, NY in 1981. He was the inventor of the
world's most compact refractive excimer laser, the "Mini-Excimer" and a
pioneer of the scanning laser (US patented). He has more than 25 years
experience in laser technologies and 12 years experience in marketing
in Asia and Latin America. Dr. Lin has published more than 70
scientific papers and book chapters and has 3 US patents granted.
Timothy J. Shea, (43) Director since 1999
Mr. Shea was appointed to the Board of Directors in August, 1999.
He was hired as the Senior Vice President and Chief Operating Officer
(COO) and was appointed as Secretary of the Board of Directors
effective January 1, 2000. Prior to joining SurgiLight, he was a
member of the Board of Directors and President of the Medical and
Research & Development Divisions of Laser Analytics, Inc. He owns one
U.S. patent on a medical device and he has consulted on many more
devices that were patented. Mr. Shea has over 15 years experience in
senior management, medical systems and their clinical approvals.
Richard Reffner, (53) Director since 1999
Mr. Reffner joined the Company as the Clinic Director of the
Plantation Vision Center and as the Vice President of the Laser Centers
in September, 1998. He is responsible for the daily operations of the
Plantation Center, FL. Clinic. His duties include laser room operation
and maintenance, oversee of clinical operations, management of staff,
and develop and implementation of surgical training programs for
physicians.
Robert Clements, P.A., (40) Director since 1998
Mr. Clements was appointed to the Board of Directors in
October,1999. He obtained his BS degree Business and a Doctorate and
Master degree in Business Administration from Samford University. He
also obtained his Diploma in Advanced International Legal Studies from
the McGeorge School of Law in Austria. Mr. Clements is currently an
attorney at law and a member of Florida and District of Columbia Bar
Association.
J.S. Yuan, Ph.D., (42) Director since 1999
Dr. Yuan was appointed to the Board of Directors in October,
1999. Prof. Yuan is currently an Associate professor at the Univ. of
Central Florida. He obtained his Ph.D. in Electrical Engineering from
the University of Florida in 1988 and he was the employee of Texas
Instruments(1988-91) and Visiting Researcher of Motorola (1991).
Lee Chow, Ph.D., (50) Director since 2000
Dr. Chow joined the Company as a Board Member in March, 2000 and
is currently a Professor in the Physics Department, University of
Central Florida (UCF). He obtained his Ph.D. degree in Physics from
Clark University in 1981. He was also on the faculty at the Univ. of
North Carolina prior to UCF. Dr. Chow has been the Technical Member of
American Physical Society, Material Research Society, and American
Association for the Advancement of Science. He served as the President
of Chinese-American Association of Central Florida (1985-1986),
Chinese-American Scholar Association of Florida (1997-1998).
Richard Ajayl, Ph.D., (52) Director since 2000
Dr. Ajayl joined the Company as a Board Member in May of 2000 and
is currently a Professor of Finance at the University of Central
Florida. He obtained his Ph.D. in Business Administration while
majoring in Finance and International Business from Temple University
in 1989. Dr. Ajayl is a founding member of the African Finance and
Economics Association and served as the association's program manager
from 1990-1995 and President from 1996-1998. Dr. Ajayl is currently
serving as the Chairperson of the SurgiLight Audit Committee.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 1999, the Board of Directors met in person or by telephone
conference 13 times. No member of the Board attended fewer than 75% of
the aggregate of the total number of meetings of the Board of Directors
and of the meetings of committees on which such director serves.
The Board of Directors has an Audit and Finance Committee,
Stock Option Committee and a Nominating Committee. Each such committee
consists one or more directors appointed by the board of Directors.
The Audit and Finance Committee is responsible for recommending
the appointment of independent accountants; reviewing the arrangements
for and scope of the audit by independent accountants; reviewing the
independence of the independent accountants; considering the adequacy
of the system of internal accounting controls and reviewing any
proposed corrective actions; discussing with management and the
independent accountants SurgiLight's draft annual financial statements
and key accounting and/or reporting matters; and reviewing the terms of
potential acquisitions. SurgiLight has adopted a formal written audit
committee charter and is in compliance with the new Nasdaq audit
committee structure and membership requirements. The Audit and Finance
Committee was chaired by Robert Meherg, CPA and consisted of Dr. Yuan,
Dr. Chow, Mr. Clements, until March 2000, when Mr. Meherg left the
board.
The Nominating Committee is responsible for reviewing the
qualifications of, and recommending to the Board of Directors,
candidates for election to the Board of Directors. The Nominating
Committee considers suggestions from many sources regarding possible
candidates for director. SurgiLight's Bylaws establish an advance
notice procedure with respect to stockholder nominations of candidates
for election as directors. See "Stockholder Proposals--Stockholder
Proposals, In General." In 1999, the Nominating Committee did not meet.
The committee's duties were handled by the board as a whole.
The Stock Option Committee, or Compensation Committee, is
responsible for reviewing SurgiLight's general compensation strategy;
establishing salaries and reviewing benefit programs for certain
executive officers; reviewing, approving, recommending and
administering SurgiLight's stock option plans and certain other
compensation plans; and approving certain employment contracts. In
1999, the Compensation Committee met one time in 1999 and has met once
in 2000. The current Compensation Committee consists Dr. Lin, Dr. Yuan
and Mr. Shea.
COMPENSATION OF DIRECTORS AND OFFICERS
For the year of 1999, the Company provided 2000 shares of its
Common Stock Options to each of the Board members. However, in
December of 1999, all the Optionees agreed to give up each of these
options due to the high exercised prices. The Board of directors for
2000 agreed to accept the 2000 Stock Option Plan (SOP) for a full year
of service. The 2000 SOP consist of 4000 shares of Common Stock
Options at the fair market price of $11.00 per share. Additional
compensation for key employees and Officers are described in their
Employee Agreements. These Employee Agreements will be available at
the Corporate Office and are also disclosed in the 1999 SEC Form 10-K.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires
SurgiLight's officers and directors, and persons who own more than 10%
of the outstanding common stock, to file reports of ownership and
changes in ownership of such securities with the SEC. Officers,
directors and over-10% beneficial owners are required to furnish
SurgiLight with copies of all Section 16 (a) forms they file. Based
solely upon a review of the copies of the forms furnished to SurgiLight
and/or written representations from certain reporting persons that no
other reports were required, SurgiLight believes that all Section 16
(a) filing requirements applicable to its officers, directors and over-
10% beneficial owners during or with respect to the year ended December
31, 1999 were met.
EMPLOYMENT AGREEMEMTS
In October, 1999 the Company entered into an agreement, Chief
Executive Officer, President and Chairman of the Board, at an initial
annual base salary of $120,000. If the Company terminates Dr. Lin's
employment without cause, as defined in the agreement, he is entitled
to receive a lump sum payment equal to 12 months of his current base
salary and an amount payable monthly for 12 months equal to 30 % of his
current base salary. Additional compensation in Common Stock Options
and cash bonus of 15% of the gross royalty collected will be paid to
Dr. Lin for his contributions in patented technologies and the royalty
income generated from these technologies.
In January, 2000 the Company also entered into an employment
agreement with the Mr. Timothy J. Shea part of this agreement, Mr. Shea
is to receive bonuses of up to 3% of the pre-tax net profit generated
from the EX-308 system for two years (2000-2001).
Each of the Company's officers and key employees have executed a two to five
year employment agreements and all of the Company key employees had agreed a
five-year non-competing agreements. The Company's officers also agreed the
"lock-up" agreements for their 144 restricted Common Stocks.
NUMBER OF SHARES
The Company is authorized to issue 30,000,000 shares of Common
Stock at $0.001 par value per share. As of May 17, 2000 there was
approximately 21,490,000 shares of Common Stock were issued and
outstanding, including the reserved 164,000 shares for the Stock Option
Plan and consultants.
Common Stock
The holders of Common Stock have one vote per share on all
matters (including election of directors) without provision for
cumulative voting. Thus, holders of more than 50% of the shares voting
for the election of directors can elect all of the directors, if they
choose to do so. The Common Stock is not redeemable and has no
conversion or pre-emptive rights. There are no sinking fund
provisions. The Common Stock currently outstanding and the Common
Stock to be issued pursuant to this Offering will be validly issued,
fully paid and non-assessable. In the event of liquidation of the
Company, the holders of Common Stock will share equally in any balance
of the Company's assets available for distribution to them after
satisfaction of creditors and Preferred shareholders. The Company may
pay dividends, in cash or in securities or other property when and as
declared by the Board of Directors from funds legally available
therefore, but has paid no cash dividends on its Common Stock to date.
The Common Stocks is listed on the OTC:BB under the symbol SRGL.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock of the Company is
the Signature Stock Transfer, Inc., Dallas, Texas.
SHARES ELIGIBLE FOR FUTURE SALE
Approximate 70% of the 21,490,000 shares of the Common Stock
currently outstanding have not been registered under the Securities Act
of 1933, as amended, (the "Securities Act), and will be eligible for
future sale under Rule 144 of the Securities Act. Future sales of the
Common Stock under Rule 144 may have a depressive effect on the market
price of the Common Stock if a public market develops for such stock
and could impair the Company's ability to raise capital through the
sale of its equity securities.
All executive officers and directors of the Company and
stockholders beneficially owning greater than 5% of the Company's
Common Stock prior to the offering are subject to "lock-up" agreements
providing that they will not, directly or indirectly, offer, sell,
contract to sell or grant any option to purchase or otherwise dispose
of any Common Stock or any securities convertible into or exercisable
or exchangeable for such Common Stock or, in any manner, transfer all
or a portion of the economic consequences associated with the ownership
of any such securities.
In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated), including an affiliate, who has
beneficially owned restricted shares for at least two years is entitled
to sell, within any three-month period commencing 90 days after the
Effective Date, a number of shares that does not exceed the greater of
(i) 1% of the then outstanding shares of Common Stock or (ii) the
average weekly trading volume in the Common Stock during the four
calendar weeks preceding such sale, subject to the filing of a Form 144
with respect to such sale and certain other limitations and
restrictions.
In addition, a person who is not deemed to have been an affiliate
of the Company at any time during the 90 days preceding a sale and who
has beneficially owned the shares proposed to be sold for at least
three years, would be entitled to sell such shares under Rule 144(k)
without regard to the requirements described above.
STOCK OPTIONS
In December, 1999 the Company approved an aggregate of 164,000
shares of the Company's Common Stock reserved for issuance pursuant to
the 2000 Stock Option Plan and for shared to be issued for the
Company's consultants. The Stock Option Plan Committee has approved the
terms and distribution of these shares. The exercise price for this
option will be the fair market price at the time the option is granted.
TERMINATION OF EMPLOYMENT
Each key employee has signed an Employee Agreement and terms of
the termination are included in the Agreement.
Tax Implications. Under present law, the following are the
federal tax consequences generally arising with respect to awards
granted under the Amended and Restated Equity Incentive Plan. The grant
of an option will create no tax consequences for the grantee or
SurgiLight. The grantee will have no taxable income upon exercising an
option (except that the alternative minimum tax may apply) and
SurgiLight will recognize no deduction when the option is exercised.
Upon exercising a non-qualified option, the grantee must recognize
ordinary income equal to the difference between (1) the exercise price
of the option, and (2) and the fair market value of the common stock on
the date of exercise; SurgiLight will be entitled to a deduction for
the same amount.
PROPOSAL NO. 2:
INDEPENDENT AUDIT COMMITTEE
The Audit and Finance Committee is responsible for recommending
the appointment of independent accountants; reviewing the arrangements
for and scope of the audit by independent accountants; reviewing the
independence of the independent accountants; considering the adequacy
of the system of internal accounting controls and reviewing any
proposed corrective actions; discussing with management and the
independent accountants SurgiLight's draft annual financial statements
and key accounting and/or reporting matters; and reviewing the terms of
potential acquisitions. SurgiLight has adopted a formal written audit
committee charter and is in compliance with the new Nasdaq audit
committee structure and membership requirements. The Audit and Finance
Committee was chaired by Robert Meherg, CPA and consisted of Dr. Yuan,
Dr. Chow, Mr. Clements, until March 2000, when Mr. Meherg left the
board. The current Audit and Finance Committee consists of Dr. Yuan,
Dr. Chow, Mr. Clements.
PROPOSAL NO. 3:
INDEPENDENT AUDITORS
The Board of Directors recommends that stockholders ratify the
appointment of Parks, Tschopp, Whitcomb, and Orr, P.A. by voting "FOR"
ratification SurgiLight's auditors for the 2000 fiscal year. In the
event such selection is not ratified, the Board of Directors will
reconsider its selection. Parks, Tschopp, Whitcomb, and Orr, P.A. has
audited SurgiLight's financial statements for fiscal year 1999.
Representatives of Parks, Tschopp, Whitcomb, and Orr are expected to be
present at the meeting, will have the opportunity to make a statement
if they desire to do so, and will be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote "FOR" the
Auditor Ratification Proposal.
STOCKHOLDER PROPOSALS
STOCKHOLDER PROPOSALS, IN GENERAL
SurgiLight's bylaws provide that stockholder nominations for
persons for election to SurgiLight's board of directors and proposals
for business to be considered at an annual stockholders meeting must
satisfy certain conditions including submitting notice to SurgiLight
not more than 120 days or less than 90 days prior to the anniversary of
the preceding year's annual meeting of stockholders. If a stockholder
intends to present such a proposal at the 2001 Annual Meeting of
Stockholders but does not seek inclusion of that proposal in
SurgiLight's proxy statement for that meeting, the proxy holders for
that meeting will be entitled to exercise discretionary authority on
that proposal if SurgiLight has not received notice of the proposal by
March 12, 2001; provided, however, that if the date of the 2001 Annual
Meeting of Stockholders is changed by more than 30 calendar days from
the date of the 2000 Annual Meeting of Stockholders, notice of any such
stockholder proposals must be received by SurgiLight a reasonable time
before SurgiLight solicits proxies for the 2001 Annual Meeting of
Stockholders. If notice of any such proposal is timely received, the
proxy holders may exercise discretionary authority with respect to such
proposal only to the extent permitted by the regulations of the
Securities and Exchange Commission.
All stockholder proposals must contain all of the information
required under SurgiLight's Bylaws, a copy of which is available, at no
charge, from the Secretary, and should be sent to SurgiLight,
Incorporated, 12001 Science Drive, Suite 140, Orlando, Florida 32826,
addressed to the attention of Timothy J. Shea, Secretary.
STOCKHOLDER PROPOSALS FOR INCLUSION IN THE PROXY STATEMENT FOR THE 2001
ANNUAL MEETING
In order to be considered for inclusion in SurgiLight's proxy
materials for the 2001 Annual Meeting of Stockholders, any stockholder
proposals must be received by SurgiLight no later than March 10, 2001.
Proposals should be sent to SurgiLight, Incorporated, 12001 Science
Drive, Suite 140, Orlando, Florida 32826, addressed to the attention of
Timothy J. Shea, Secretary.
PROPOSAL NO. 4:
TRANSACTING OTHER BUSINESS
The Board of Directors of SurgiLight is not aware that any matter
other than those listed in the Notice of Meeting is to be presented for
action at the Annual Meeting. If any of the Board's nominees is
unavailable for election as a director or any other matter should
properly come before the meeting, it is intended that votes will be
cast pursuant to the Proxy in respect thereto in accordance with the
best judgment of the person or persons acting as proxies.
By Order of the Board of Directors,
Timothy J. Shea
Secretary May 30, 2000
SURGILIGHT INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE 23, 2000
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby (i) appoints J. T. Lin, Ph.D., and Timothy
J. Shea and each of them as Proxy holders and attorneys, with full
power of substitution to appear and vote all of the shares of common
stock of SurgiLight Incorporated which the undersigned shall be
entitled to vote at the Annual Meeting of Stockholders of SurgiLight,
to be held on Friday, June 23, 2000 at 10:00 a.m. EDT, and at any
adjournments thereof, hereby revoking any and all proxies previously
given and (ii) authorizes and directs said Proxy holders to vote all of
the shares of common stock of SurgiLight represented by this Proxy
as follows. If no directions are given below, said shares will be voted
"FOR" Items 1, 2, 3 and 4.
1) ELECTION OF DIRECTORS. J. T. Lin; Timothy J. Shea; Richard Reffner;
Robert Clements; J. S. Yuan; Lee Chow; and Richard Ajayl.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for the
contrary below nominees listed
(INSTRUCTION: To withhold authority to vote and any individual nominee,
write that nominee's name on the following line.)
2) Approve the Company's [ ] FOR [ ] AGAINST [ ] ABSTAIN
Audit Committee
3) Approve the Company's [ ] FOR [ ] AGAINST [ ] ABSTAIN
Independent Auditors [ ] FOR [ ] AGAINST [ ] ABSTAIN
4) In there discretion
to Act on any other
matters which may
properly come before
the Annual meeting
Please date, sign, and return promptly in the accompanying envelope.
----------------------------------- Date,________________, 2000
-----------------------------------
-----------------------------------
(If held jointly)
Your signature should be exactly the same as the name imprinted herein.
Persons signing as executors, administrators, trustees or in similar
capacities should do so indicate. For joint accounts, each joint owner
must sign.
The Board of Directors Recommends You Vote FOR the Above Proposals.
